Exhibit 10.6


 


SUBSCRIPTION AGREEMENT


 


THIS AGREEMENT is made as of the 24th
day of June, 2008.


 


BETWEEN:


 


Neenah
Paper Company of Canada, an unlimited company incorporated under the laws of
the Province of Nova Scotia (the “Subscriber”)


 


- and -


 


Azure Mountain Capital Financial Corporation, an unlimited company
incorporated under the laws of the Province of Nova Scotia (the “Company”)


 


WHEREAS:


 


A.                                   Pursuant to the terms of a
Share Purchase Agreement (the “Share Purchase Agreement”)
made as of May 15, 2008, among the Subscriber, NPCC Holding Company, LLC,
a limited liability company organized under the laws of Delaware, Neenah Paper
Inc., a corporation incorporated under the laws of Delaware, Azure Mountain
Holdings LP, a limited partnership formed under the laws of Ontario, Northern
Pulp NS LP, a limited partnership formed under the laws of Ontario and Azure
Mountain Capital Financial LP, a limited partnership formed under the laws of
Ontario, it is a condition of closing that the Company have issued the Common
Shares (as defined below) to the Subscriber and that the amount paid up thereon
be the Amount Paid at Closing (as defined below).


 


B.                                     The Company is a wholly-owned
subsidiary of the Subscriber, and the Company and the Subscriber desire to
enter into this Subscription Agreement to facilitate the satisfaction of the
conditions of the Share Purchase Agreement.


 


NOW THEREFORE, the parties agree as
follows:


 


ARTICLE 1

DEFINITIONS AND PRINCIPLES OF
INTERPRETATION


 


1.1                               Definitions


 


Whenever used
in this Agreement, unless there is something inconsistent in the subject matter
or context, the following words and terms shall have the meanings set out
below:


 

















 


“Agreement” means this subscription agreement and all
instruments supplementing, amending or confirming this Agreement;


 


“Amount Paid at Closing” means the Canadian dollar equivalent
of US$9,964,654.81; and


 


“Common Shares” means 25,000 common shares in the capital of
the Company having a par value of $1,000 each.


 


1.2                               Certain Rules of
Interpretation


 


In this
Agreement:


 


(a)                                  time is of
the essence in the performance of the parties’ respective obligations;


 


(b)                                 unless
otherwise specified, all references to money amounts are to currency of Canada;


 


(c)                                  the
descriptive headings of Articles and Sections are inserted solely for
convenience of reference and are not intended as complete or accurate
descriptions of content; and


 


(d)                                 the use of
words in the singular or plural, or with a particular gender, shall not limit
the scope or exclude the application of any provision of this Agreement to such
person or persons or circumstances as the context otherwise permits.


 


1.3                               Applicable
Law


 


This Agreement
shall be construed in accordance with the laws of the Province of Nova Scotia
and the laws of Canada applicable therein.


 


ARTICLE 2

PURCHASE OF COMMON STOCK


 


2.1                               Subscription


 


(a)                                  The
Subscriber hereby subscribes for the Common Shares.


 


(b)                                 On the date
hereof, being the date of issuance of the Common Shares, the Subscriber
shall pay the Amount Paid at Closing upon all of the
issued Common Shares.  The Amount Paid at
Closing divided by the number of issued Common 


 


2

















 


Shares
shall be the paid up capital of each Common Share, and the balance of the
amount of each such Common Share shall continue to be assessable.


 


(c)                                  The consideration for the Common
Shares shall be paid in cash and may be paid in United States’ dollars.


 


(d)                                 The Company
hereby allots and agrees to issue the Common Shares to the Subscriber.


 


(e)                                  Upon receipt
by the Company of the subscription price payable on the date hereof as
aforesaid, the Company shall record on the books of the Company the number of
partly paid Common Shares issued to the Subscriber and issue a share
certificate therefor to the Subscriber.


 


2.2                               Payment of
Calls


 


The Company agrees to accept payment of any call in the United States
dollars equivalent (as determined by the Company acting reasonably) of any call
on the Common Shares.  For greater
certainty, each of the Company and the Subscriber acknowledges that: (i) the
maximum amount which the Company may call upon the Common Shares at law (the “Unpaid Capital Call”) is the par value of the Common Shares
minus the Amount Paid at Closing, and (ii) a capital call in the amount of
the Canadian dollar equivalent of US$10,000,000 will be made by the Company on August 29,
2008 in respect of the Unpaid Capital Call.


 


ARTICLE 3

REPRESENTATIONS OF THE COMPANY


 


The Company
hereby represents and warrants to the Subscriber the matters set out below.


 


3.1                               Incorporation


 


The Company is
duly incorporated and validly existing under the laws of the Province of Nova
Scotia and has all necessary corporate power and capacity to own its property
and assets and to carry on the business as now conducted.


 


3.2                               Due Authorization


 


The Company
has all the necessary corporate power and capacity to enter into this
Agreement, to allot and issue the Common Shares to be issued to the Subscriber
pursuant to this Agreement, and the execution and delivery of this Agreement
and the allotment and issuance of such Common Shares to the Subscriber have
been duly authorized by all necessary corporate action on the part of the
Company.


 


3

















 


3.3                               Enforceability
of Obligations


 


This Agreement
constitutes a valid and binding obligation of the Company enforceable against
it in accordance with its terms.


 


3.4                               Securities
Act


 


The Company is
a “private issuer” under the Securities Act
(Nova Scotia).


 


ARTICLE 4

REPRESENTATIONS OF THE SUBSCRIBER


 


The Subscriber
hereby represents and warrants to the Company the matters set out below.


 


4.1                               Incorporation


 


The Subscriber
is duly incorporated and validly existing under the laws of the Province of
Nova Scotia and has all necessary corporate power and capacity to own its
property and assets and to carry on the business as now conducted.


 


4.2                               Due
Authorization


 


The Subscriber
has all the necessary corporate power and capacity to enter into this
Agreement, and the execution and delivery of this Agreement have been duly
authorized by all necessary corporate action on the part of the Subscriber.


 


4.3                               Enforceability


 


This Agreement
constitutes a valid and binding obligation of the Subscriber enforceable
against it in accordance with its terms.


 


ARTICLE 5

GENERAL


 


5.1                               Survival


 


All
representations and warranties set forth in Articles 3 and 4 shall survive the
execution, delivery and performance of this Agreement, notwithstanding any
investigation at any time made by or on behalf of the party to which it has
been given.


 


5.2                               Further
Assurances


 


Each of the
parties covenants and agrees to take all such action and to execute all such
documents as may be necessary or advisable to implement the provisions of this
Agreement fully and effectively and to make them binding on the parties hereto.


 


4

















 


5.3                               Enurement


 


This Agreement
shall enure to the benefit of and be binding upon the parties to this Agreement
and their respective heirs, executors, administrators and successors.


 


5.4                               Counterparts
and Acknowledgements


 


This Agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall be deemed to constitute one and the same
instrument.


 


[Remainder of page left
intentionally blank.]


 


5

















 


IN WITNESS OF WHICH the Parties have duly
executed this Agreement.


 


 


	
   

  	
  NEENAH PAPER COMPANY OF 

  CANADA

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Erwin

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive 

  Officer

  
	
   

  	
   

  
	
   

  	
  AZURE MOUNTAIN CAPITAL 

  FINANCIAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Sean Erwin

  
	
   

  	
   

  	
  Title:

  	
  President and Chief Executive 

  
	
   

  	
   

  	
   

  	
  Officer

  
					



 


Signature page for Subscription
Agreement